sc13da6.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 6)
GEOGLOBAL
RESOURCES INC.
(Name of
Issuer)
COMMON
STOCK
(Title of
Class of Securities)
37249T109
(CUSIP
Number)
Carla
Boland
SUITE
310, 605 - 1 STREET SW
CALGARY,
ALBERTA
CANADA T2P
3S9
(403)
777-9250
(Name,
Address and Telephone Number of Person Authorized
to
Receive Notices and Communications)
September
2, 2008
(Date of
Event which Requires Filing of this Statement)
If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), (f) or (g), check the following box
[ ].
Note: Schedules filed in paper
format shall include a signed original and five copies of the schedule,
including all exhibits. See Rule 13d-7 for other parties to whom
copies are to be sent.
*The
remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to
be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934
(the "Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see
the
Notes).
CUSIP No.
37249T109
1. Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only):
Jean Paul Roy (S.S. or
I.R.S. Identification Nos. of person not required).
2. Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
[ ]
(b) [ X
]
3. SEC
Use Only
4. Source
of Funds (See Instructions):
OO
5. Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or
2(e): [ ]
6. Citizenship
or Place of Organization:
Canadian
|
Number
of Shares Beneficially Owned by Each Reporting Person With
|
7.
|
Sole
Voting Power:
|
32,846,000
|
|
8.
|
Shared
Voting Power:
|
0
|
|
9.
|
Sole
Dispositive Power:
|
32,846,000
|
|
10.
|
Shared
Dispositive Power:
|
0
|
11. Aggregate
Amount Beneficially Owned by Each Reporting Person:
32,846,000
12. Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions): [ ]
13. Percent
of Class Represented by Amount in Row (11):
44.8%
14. Type
of Reporting Person (See Instructions):
IN
ITEM
1. SECURITY AND ISSUER.
The class
of equity securities to which this Statement relates is shares of common stock,
par value $.001 per share (the "Shares"), of GeoGlobal Resources Inc., a
Delaware corporation (the "Company"). The principal executive offices
of the Company are located at Suite 310, 605 – 1 Street SW, Calgary, Alberta,
Canada T2P 3S9.
ITEM
2. IDENTITY AND BACKGROUND.
This
Statement is being filed by Jean Paul Roy who is a citizen of Canada and a
resident of Guatemala with a residence address at Lot #5, Tetuan Residencias,
Camino a San Antonio Aguas Calientas, Antigua Guatemala,
Sacatepecuez, Guatemala and a business address at Suite 310, 605 - 1 Street SW,
Calgary, Alberta, Canada T2P 3S9.
Mr. Roy
is a director, President and CEO of the Company. The Company’s
registered office is located at Suite 310, 605 - 1 Street SW, Calgary, Alberta,
Canada T2P 3S9
Mr. Roy
has not, during the last five years (i) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
ITEM
5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of
the date hereof, Mr. Roy is the record and beneficial owner of 32,846,000 shares
of Common Stock (which includes 500,000 common shares deemed to be issued and
outstanding upon exercise of options). This number represents
approximately 44.8% of the issued and outstanding shares of Common Stock, based
on 73,305,756 shares issued and outstanding as of September 2, 2008 (which also
includes 500,000 common shares deemed to be issued and outstanding upon exercise
of options).
(b) Mr.
Roy has the sole power to vote or to direct the vote of the Shares held by him
and has the sole power to dispose or to direct the disposition of the Shares
held by him.
|
(c)
On September 2, 2008, Mr. Roy entered into a Share Purchase Agreement with
Primary Corp. whereby he agreed to sell on the closing date in a private,
negotiated transaction 375,000 shares of the Company’s common stock at a
price of $3.00 per share. The closing of the sale is to occur
seven (7) days after the filing by Mr. Roy with the required Canadian
securities regulatory authorities of a Form 45-102F1, Notice of Intention
to Distribute Securities under Section 2.8 of NI 45-102. Mr.
Allan Kent, Executive Vice President, Chief Financial Officer and a
Director of the Company, is also a party to the agreement with respect to
his sale of an aggregate of 375,000 shares by him at a price of $3.00 per
share to Primary Corp., of which 270,000 shares were sold at an initial
closing on September 2, 2008 and the balance will be sold concurrently
with the sale of Mr. Roy’s shares.
|
Also on
September 2, 2008, Mr. Roy, along with Mr. Kent, entered into an agreement with
Primary whereby they agreed, on the date of Mr. Kent’s initial closing under the
Share Purchase Agreement described above, to deliver to Primary Corp. 105,000
shares of Common Stock on September 2, 2008 and at the closing of the sale of
Mr. Roy’s shares, a total of 600,000 shares of Company common stock to secure
the performance of an indemnity against loss on Primary’s purchase of the shares
of common stock of the Company from Messrs. Roy and Kent as further described in
Item 6 below.
(d) Not
applicable
(e) Not
applicable
ITEM
6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
The Share
Purchase Agreement entered into by Mr. Roy, together with Mr. Kent, provides
that such persons will indemnify Primary Corp. against a loss of its
investment in the shares it purchased plus an agreed return on its investment in
the event that, during the period commencing six months and one day after the
respective initial and subsequent closing dates of Primary Corp.’s purchase of
the shares through the date seven months after such closing dates, Primary Corp.
elects to sell the shares through the facilities of the American Stock Exchange
or otherwise and the sum of (a) the greater of (i) the gross proceeds received
by Primary Corp. from the sale of such shares during such period and (ii) the
Fair Market Value, as defined, of the shares sold during such period and (b) the
Fair Market Value of any such shares unsold on the dates seven months after such
closing dates is less than certain stipulated sums, Messrs. Roy and Kent will
indemnify Primary Corp. against such deficiency. The aggregate
amounts subject to indemnification with respect to the 270,000 shares sold at
the first closing is $953,370 and with respect to the 480,000 shares sold at the
second closing is $1,694,880. If Primary Corp. is prevented from
selling such shares because the Company is not in compliance with Rule 144(c)(i)
[the availability of current public information], adopted under the Securities
Act of 1933, as amended, the period during which Primary Corp. is indemnified in
connection with its re-sale of the shares is extended to one month following the
date on which the Company completes the filings and the amount of the deficiency
as to which Primary Corp. is entitled to indemnification is
increased. Fair Market Value is defined in the Share Purchase
Agreement as the actual gross sale price received by Primary Corp. from sales of
shares on the American Stock Exchange, provided the shares are sold in a
reasonably prudent and businesslike manner, and as to any shares not sold on the
Exchange, including any shares unsold at the end of the seven-month period, the
closing price of the Company’s common stock on the business day immediately
preceding Primary Corp.’s sale of the shares or on the dates seven months after
the respective closing dates. If Primary Corp. elects not to sell the
shares at these times, Messrs. Roy and Kent are relieved of the indemnity and
the pledged shares are returned to them.
ITEM
7. MATERIAL TO BE FILED AS EXHIBITS.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, the undersigned
certifies that the information set forth in this Statement is true, complete and
correct.
Dated: September
9, 2008
/s/ Jean Paul
Roy
Jean Paul
Roy